Cipher Digital Inc. has entered into a definitive agreement to issue $850.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2032. The transaction was executed on October 16, 2026, under an indenture with U.S. Bank Trust Company, National Association, acting as trustee.
The notes are senior, unsecured obligations of the company. They will not bear regular interest, and the principal amount will not accrete. The notes are set to mature on November 1, 2032, unless repurchased or redeemed earlier. Holders will have the right to convert the notes into common stock, subject to specific conditions. The initial conversion rate is 65.3211 shares per $1,000 principal amount, which corresponds to an initial conversion price of approximately $15.31 per share.
The company also disclosed the terms of capped call transactions entered into on October 13, 2026. These transactions were designed to reduce potential dilution from the notes and offset potential cash payments. The cap price for these transactions is initially set at $28.35, representing a 150% premium over the last reported sale price of the common stock on October 13, 2026. The cost of these capped call transactions was approximately $89.7 million.
In a separate notice dated October 16, 2026, the company announced a change in the default settlement method for its existing 1.75% Convertible Senior Notes due 2030 and its 0.00% Convertible Senior Notes due 2031. The settlement method for conversions on or after October 16, 2026, will be changed to physical settlement.
